Vermont Statutes Title 11 Sec. 6-31
Terms Used In Vermont Statutes Title 11 Sec. 6-31
- articles: include amended and restated articles of incorporation and articles of merger. See
- Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this title for the regulation or management of the affairs of the corporation, stored or depicted in any tangible or electronic medium, and irrespective of the name or names by which such rules are designated. See
- Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means public benefit and mutual benefit corporation. See
- Fees: shall mean earnings due for official services, aside from salaries or per diem compensation. See
- Member: means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this title. See
- Person: includes any individual or entity. See
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
§ 6.31. Termination; expulsion and suspension
(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.
(b) A procedure is fair and reasonable when either:
(1) the articles or bylaws set forth a procedure that provides:
(A) not less than 15 days prior written notice of the expulsion, suspension or termination and the reasons therefor; and
(B) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(2) it is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation‘s records.
(d) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.
(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 6-31
Terms Used In Vermont Statutes Title 11 Sec. 6-31
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
§ 6.31. Corporation‘s power to acquire its own shares
(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth:
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by class and series; and
(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)